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92 Cornell L. Rev. 865 (2006-2007)
What Kinds of Stock Ownership Plans Should There Be - Of ESOPs, Other SOPs, and Ownership Societies

handle is hein.journals/clqv92 and id is 879 raw text is: WHAT KINDS OF STOCK OWNERSHIP PLANS SHOULD THERE BE? OF ESOPS, OTHER SOPS, AND OWNERSHIP SOCIETIES Robert Hockettt Present-day advocates of an ownership society do not seem to have noticed the means by which, since the 1930s and 1960s respectively, America has become an ownership society already where homes and human capital are concerned. Nor have those advocates considered whether these same means, which amount to publicly facilitated private financial engineering, might be employed to spread shares in business firms as widely as we have spread homes and higher educations. This Article, the third in a trio of pieces devoted to exploring what a contemporary ownership society consistent with American values, endowment psychology, and legal tradition would be, endeavors to begin the process of filling that gap. First, it shows that there is indeed a gap to be filled-that firm ownership remains nowhere near as widespread as home and human- capital ownership. Next, the Article shows that the Employee Stock Owner- ship Plan (ESOP) can be viewed as a tentative, but incomplete, first step toward filling that gap. The Article accordingly generalizes from the ESOP along two salient dimensions--patronage and credit-in order more fully to replicate our fed- eral home and higher education financing programs in the realm of stock ownership plans. It first proposes a number of analogues to the ESOP grounded upon nonlabor patronage forms. It then sketches a capital mort- gage financing program that is the full analogue to our present-day meth- ods of home and higher education finance. Our fuller ownership society, the Article concludes, is a would-be three- legged stool that awaits its third leg. t Assistant Professor of Law, Cornell Law School. Many thanks to Greg Alexander, Jim Chen, David Dana, David Fischer, Michael Graetz, Bob Green, Henry Hansmann, George Hay, Doug Kysar, Don Langevoort, Richard McAdams, Daniel Markovits, Jerry Mashaw, Jeff Rachlinski, John Roemer, Emily Sherwin, Steve Shiffrin, and Roberto Unger for helpful comments, criticism, and encouragement in connection both with this piece and with the larger project of which it forms a part. Thanks more generally to participants in workshops at Cornell, Georgetown, Washington University in St. Louis, and the 2007 AALS Annual Meeting where this piece was presented. Thanks to Keren Naveh and Chris Radcliff for first-rate research assistance, and to the staff of the Cornell Law Review for ter- rific editorial assistance.

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